Corporate Governance

Becoming a Director

Agreeing to serve on an NFP board is a serious matter. It is no longer just a matter of “making up the numbers”.

A person may be a “director” without knowing it. An organization’s constitution may not necessary use the term. The governing body could refer to “members” of the executive committee or board of management or “representative”. Be careful: this will probably be a director’s role without the use of the term. Director’s duties still apply whether or not a person is formally called a “director”

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Role of the Chair

The role of the chair is to provide leadership. Traditionally in the past the CEO often did the work and provided the organization’s sense of direction, and the chair simply made sure that the CEO’s ideas went through the board meetings unamended. Additionally, too often the honour of being chair went on the basis of seniority (years of service in the organization) rather than skill and experience.

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The Role Of The Board In Setting Strategy

The board has the overall responsibility for the strategic direction and operational efficiency of the organization, as well as safeguarding the organization’s assets and ensuring the quality of its products and services. In short: where the organization is going, how it is getting there and the quality of the output. It should be conveyed throughout the organization to achieve strategic alignment. Ideally it should generate some excitement about the organization’s future direction.

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Board Operations

Agreeing to serve on an NFP board is a serious matter. It is no longer just a matter of “making up the numbers”.

A person may be a “director” without knowing it. An organization’s constitution may not necessary use the term. The governing body could refer to “members” of the executive committee or board of management or “representative”. Be careful: this will probably be a director’s role without the use of the term. Director’s duties still apply whether or not a person is formally called a “director”

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Key Relationships

Directing an NFP organization is a highly complex activity. For veterans in the NFP sector the complexity is taken for granted. This is part of the challenge and attraction of the work.

But for newcomers (especially with a for-profit background) the complexity can at times seem bewildering. An incoming director needs to be aware of the complexity of the NFP scene. It is not a smooth ride of just “doing good”.

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Measuring Performance

NFP organizations set out to do well and to do it properly. But measuring the performance of an NFP organization can be a very difficult task. Trying to devise a measuring system can be a real challenge to someone coming from the for-profit sector where the indices are often just financial (though there are now some ratings systems which also cover sustainability and corporate social responsibility).

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